Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Assigned IP" means, collectively, all intellectual property rights described in Section 2.1 and set forth on Schedule A hereto, including all PureGlow Trademarks, trade dress, Formulations, Domain Names, copyrights, Goodwill, and all ancillary rights associated therewith. "APA" means the Asset Purchase

Section 1.2 — APA Definitions All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. In the event of any conflict between the definitions set forth in this Section 1.1 and the definitions set forth in the APA, the definitions in this Agreement shall control for purposes of this Agreement, and the definitions in the APA shall control

Section 1.3 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) references to "Articles," "Sections," "Schedules," and "Exhibits" are to the Articles, Sections, Schedules, and Exhibits of and to this Agreement, unless otherwise specifically stated; (b) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (c) words in the s

ARTICLE II — ASSIGNMENT OF INTELLECTUAL PROPERTY

Section 2.1 — Assignment Assignor hereby irrevocably and unconditionally assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in, to, and under the following intellectual property rights (collectively, the "Assigned IP"): (a) Trademarks and Trade Names. All PureGlow Trademarks, including all United States federal trademark r

Section 2.2 — Assumption Assignee hereby accepts the assignment of the Assigned IP set forth in Section 2.1 and assumes all obligations of Assignor arising on or after the Effective Date with respect to the Assigned IP, to the extent such obligations constitute Assumed Liabilities under the APA. For the avoidance of doubt, Assignee does not assume any Excluded Liabilities (as defined in the APA) with respect to the A

Section 2.3 — Excluded intellectual Property For the avoidance of doubt, the Assigned IP shall not include any intellectual property of Assignor that is not used exclusively or primarily in connection with the PureGlow Products. Without limiting the generality of the foregoing, the Assigned IP does not include: (a) Assignor's corporate name "Meridian Consumer Brands" and any trademarks, service marks, trade names, lo

Section 2.4 — Purchase Price Allocation The Parties acknowledge and agree that, pursuant to the Purchase Price Allocation set forth in Section 2.7 of the APA and the Purchase Price Allocation Memorandum prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, the portion of the aggregate Purchase Price of Forty Million Dollars ($40,000,000) allocated to intellectual pr

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as of the Effective Date as follows:

Section 3.1 — Organization and Authority Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has the requisite limited liability company power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby, including the assignment, transfer, and conveyance of the Assigned

Section 3.2 — Ownership of Assigned IP Assignor is the sole and exclusive owner of all right, title, and interest in and to each item of Assigned IP, free and clear of all liens, encumbrances, pledges, security interests, claims, charges, options, restrictions on transfer, and other encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"), other than Permitted Encumbrances. No other Person has any

Section 3.3 — Validity and Enforceability To Assignor's Knowledge (as defined in the APA), all registrations included in the Registered IP are valid, subsisting, and in full force and effect, and have not been abandoned, cancelled, or expired. All required maintenance filings, affidavits of use, renewal applications, renewal fees, annuities, and other filings and payments required to maintain the Registered IP in ful

Section 3.4 — Non-Infringement To Assignor's Knowledge, the use of the Assigned IP in connection with the PureGlow Products as currently conducted by Assignor does not infringe, misappropriate, dilute, or otherwise violate the intellectual property rights or other proprietary rights of any third party. To Assignor's Knowledge, no third party is currently infringing, misappropriating, diluting, or otherwise violating

Section 3.5 — No Litigation Except as set forth on Schedule 3.5 attached hereto, there is no Action (as defined in the APA) pending or, to Assignor's Knowledge, threatened in writing against Assignor or any of its Affiliates relating to any of the Assigned IP, before any court, arbitrator, mediator, or Governmental Authority. Assignor has not received, at any time during the three (3) year period preceding the Effect

Section 3.6 — No Conflicting Agreements Assignor has not entered into, and is not bound by, any agreement, license, covenant not to compete, settlement agreement, consent decree, or understanding that would: (a) conflict with, impair, or limit the assignment, transfer, and conveyance of the Assigned IP to Assignee as contemplated by this Agreement; (b) restrict or limit Assignee's right to use, exploit, commercialize

Section 3.7 — Sufficiency The Assigned IP, together with the rights granted to Assignee under the Transition Services Agreement (to the extent applicable to shared intellectual property during the transition period), constitutes all intellectual property rights owned by Assignor that are necessary for the conduct of the PureGlow business as currently conducted by Assignor. There are no intellectual property rights ow

Section 3.8 — FDA Matters Assignor has disclosed to Assignee in the course of due diligence all information in Assignor's possession or control regarding the Food and Drug Administration ("FDA") product listing status for the over-the-counter ("OTC") classified PureGlow facial cleanser containing a salicylic acid active ingredient formulation. The applicable FDA product listing numbers have been identified and confir

Section 3.9 — Disclaimer EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III AND IN THE APA, ASSIGNOR MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE ASSIGNED IP OR ANY OTHER MATTER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR CONDITION, AND ANY SUCH OTHER REPR

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as of the Effective Date as follows:

Section 4.1 — Organization and Authority Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio. Assignee has the requisite corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby, including the acceptance of the assignment of the Assigned IP. The execution, delivery, and performa

Section 4.2 — No Conflicts The execution, delivery, and performance of this Agreement by Assignee, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of Assignee's certificate of incorporation, bylaws, or other governing or organizational documents; (b) conflict with, violate, or result in a breach of, or constitute a d

ARTICLE V — RECORDATION AND FURTHER ASSURANCES

Section 5.1 — USPTO Recordation Assignee shall be responsible, at its own cost and expense, for recording this Agreement (or a short-form assignment in recordable form) with the Assignment Division of the USPTO to effect the transfer of record ownership of all registered PureGlow Trademarks and all pending trademark applications included in the Assigned IP. Assignor shall cooperate fully with Assignee in connection w

Section 5.2 — Domain Name Transfers Assignor shall cooperate with Assignee to initiate and complete the transfer of all PureGlow-related domain names listed on Schedule A-4 to Assignee's designated registrar account within thirty (30) days following the Effective Date. Such cooperation shall include, without limitation, unlocking domain names for transfer, providing transfer authorization codes, approving transfer re

Section 5.3 — Social Media Account Transfers Assignor shall transfer administrative access, ownership, and control of all PureGlow-related social media accounts identified on Schedule A-5 to Assignee within thirty (30) days following the Effective Date, or as otherwise provided in the Transition Services Agreement. Such transfer shall include all administrative credentials, content libraries, analytics data, advertis

Section 5.4 — State Trademark Registrations To the extent any PureGlow Trademarks are registered with any state trademark office, or any applications for state trademark registration are pending, Assignor shall cooperate with Assignee, at Assignee's cost and expense, to record the assignment thereof with the applicable state trademark authority. Assignor shall execute and deliver any forms, instruments, or documents

Section 5.5 — General Further Assurances Each Party shall, from time to time after the Effective Date, at the reasonable request and expense of the other Party, execute and deliver such further instruments of transfer, conveyance, assignment, and confirmation, and take such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement and to vest in Assignee all

Section 6.1 — Non-Use of Assigned IP by Assignor From and after the Effective Date, Assignor shall not, and shall cause its Affiliates not to, use the PureGlow Trademarks, trade dress, Formulations, or any other Assigned IP for any purpose whatsoever, except as expressly permitted under the Transition Services Agreement during the term thereof (which term shall not exceed twelve (12) months from the Closing Date, sub

Section 6.2 — Protection of Formulations and Trade Secrets From and after the Effective Date, Assignor shall treat all PureGlow Formulations and related trade secrets as the confidential and proprietary information of Assignee, and shall not disclose, publish, disseminate, or use such Formulations or trade secrets for any purpose other than as required in the performance of Assignor's obligations under the Transition

Section 6.3 — Cooperation in Enforcement Assignor shall reasonably cooperate with Assignee, at Assignee's sole cost and expense, in connection with any enforcement action, litigation, opposition, cancellation proceeding, or other proceeding relating to any of the Assigned IP, whether initiated by Assignee or by a third party. Such cooperation shall include, without limitation, making relevant personnel available for

Section 6.4 — Maintenance Pending Recordation Until such time as all recordation, registration, and transfer actions contemplated by Article V of this Agreement have been completed and Assignee has been recorded as the owner of all Registered IP with the applicable Governmental Authority, registrar, or platform, Assignor shall maintain all Registered IP in good standing, including by timely filing all required mainte

ARTICLE VII — RELATIONSHIP TO APA; CONFLICT

Section 7.1 — Subject to APA This Agreement is delivered pursuant to, and as a closing deliverable under, the APA, and is subject to the terms and conditions thereof in all respects. Nothing in this Agreement is intended to, or shall be construed to, modify, amend, supplement, expand, or limit the terms, conditions, representations, warranties, covenants, or other provisions of the APA, except to the extent expressly

Section 7.2 — Conflict In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Agreement and the terms and provisions of the APA, the terms and provisions of the APA shall control and prevail in all respects; provided, however, that with respect to the specific operative provisions of assignment, transfer, and conveyance of the Assigned IP set forth in Article II of this Agr

Section 7.3 — Indemnification The rights and obligations of the Parties with respect to indemnification relating to the Assigned IP, including indemnification for any breach of, or inaccuracy in, the representations and warranties of Assignor set forth in Article III of this Agreement regarding ownership, non-infringement, validity, and related matters, shall be governed solely and exclusively by Article VIII (Indemn

Section 7.4 — R&W Insurance Assignee acknowledges that it has obtained a buy-side representations and warranties insurance policy (the "R&W Policy") issued by Great Northern Mutual Insurance Company (the "R&W Insurer"), Policy No. GNM-2025-CPL-04782, with a policy limit of Ten Million Dollars ($10,000,000), in excess of a One Million Two Hundred Thousand Dollar ($1,200,000) self-insured retention. The R&W Insurer has

Section 8.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State

Section 8.2 — Entire Agreement This Agreement, together with the APA, the Transition Services Agreement, the Schedules and Exhibits hereto, and the other ancillary agreements and closing deliverables contemplated by the APA, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandi

Section 8.3 — Amendment; Waiver This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof

Section 8.4 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign, transfer, or delegate this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party; provided, however, that Assignee may, without the prior written consent of A

Section 8.5 — Severability If any provision of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement, and the application of such provision to other Persons or circumstances, shall not in any way

Section 8.6 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given and received: (a) when delivered personally; (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 8.6); (c) one (1) Business Day after being sent by nationally recognized overnight courie

Section 8.7 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective and shall constitute delivery of an originally executed counterpa

Section 8.8 — No Third-Party Beneficiaries Nothing in this Agreement, express or implied, is intended to, or shall be construed to, confer upon any Person other than the Parties hereto and their respective successors and permitted assigns any right, benefit, remedy, or cause of action of any nature whatsoever under or by reason of this Agreement; provided, however, that Great Northern Mutual Insurance Company (as R&W

Section 8.9 — Expenses Except as otherwise expressly provided in this Agreement or in the APA, each Party shall bear its own costs, fees, and expenses (including attorneys' fees, accountants' fees, and other professional fees and expenses) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby. For the avoidance

Section 8.10 — Specific Performance The Parties acknowledge and agree that the Assigned IP is unique and that a breach of this Agreement would cause irreparable harm to the non-breaching Party for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to all other remedies available at law or in equity, either Party shall be entitled to seek and obtain specific performance, injunctive re

1. Body Wash Formulations (8 SKUs) Proprietary formulations for eight (8) PureGlow body wash products, including the following variants: Original, Lavender & Chamomile, Eucalyptus Mint, Coconut Shea, Citrus Burst, Oat & Honey, Charcoal Detox, and Sensitive Skin (fragrance-free). Each formulation includes detailed ingredient lists (INCI names and concentrations), surfactant blends, fragrance compositions, preservative

2. Lotion Formulations (7 SKUs) Proprietary formulations for seven (7) PureGlow lotion products, including the following variants: Daily Moisture, Intensive Repair, Lavender Calm, Coconut & Vitamin E, Unscented, Firming, and Overnight Renewal. Each formulation includes detailed ingredient lists, emulsifier systems, humectant ratios, fragrance compositions, preservative systems, viscosity targets, and stability data.

3. Facial Cleanser Formulations (5 SKUs) Proprietary formulations for five (5) PureGlow facial cleanser products, including the following variants: Gentle Daily, Exfoliating (with microbeads — reformulated with biodegradable alternatives), Brightening (vitamin C), Hydrating Cream, and Acne Control (salicylic acid 2.0%). The Acne Control variant (salicylic acid 2.0%) is classified as an OTC drug product under FDA mono

4. Hand Soap Formulations (3 SKUs) Proprietary formulations for three (3) PureGlow hand soap products, including the following variants: Moisturizing, Foaming (Citrus), and Antibacterial (benzalkonium chloride 0.13%). The Antibacterial variant may be subject to FDA OTC monograph requirements; Assignor has disclosed to Assignee the current regulatory status and classification of this variant during diligence. Each for